Overhill Farms, a National Chicken Council allied member company, and Bellisio Foods, Inc. announced this week that they have entered into a definitive merger agreement for Bellisio Foods to acquire Overhill Farms in a merger transaction valued at approximately $80.9 million.  The transaction was approved by the boards of both companies and is expected to close during the fourth quarter of fiscal year 2013.  The transaction is subject to approval from Overhill Farms shareholders and regulatory approvals.

Overhill Farms is a value-added supplier of custom high-quality prepared frozen foods for branded retail, private label food service, and airline customers.  Overhill Farms custom product lines include entrees, plated meals, bulk-packed meal components; poultry, meat, and fish specialties; pastas; soups; sauces as well as certified organic and vegetarian offerings. Bellisio Foods, based in Minneapolis, is the third largest producer of frozen entrees in the United States.   For the past two years, the two companies have produced and distributed frozen meals under the Boston Market brand through an exclusive co-manufacturing and distribution agreement.

“After conducting an extensive review of potential strategic alternatives, our board concluded that this all-cash transaction was the best path to maximizing value for our shareholders,” said James Rudis, chairman and chief executive officer of Overhill Farms. “We know that our customers will continue to be well served, and that the clear synergies in this transaction will make both companies stronger,” he said.